AMENDED AND RESTATED BY-LAWS*

                                       OF

                      EDUCATIONAL VIDEO CONFERENCING, INC.

                                    ARTICLE I
                                    ---------

                                  Stockholders
                                  ------------

     Section 1.1. Annual  Meetings.  An annual meeting of stockholders  shall be
held for the  election of  directors  on such date and at such place as shall be
fixed from time to time by the Board of Directors. Any other proper business may
be transacted at the annual meeting.

     Section 1.2.  Special  Meetings.  Special  meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors  that has been duly  designated by the Board
of  Directors  and whose  powers  and  authority,  as  expressly  provided  in a
resolution of the Board of Directors,  include the power to call such  meetings.
Special  meetings  of  stockholders  may also be called by the holders of shares
entitled to cast not less than 20 percent of the votes at the meeting,  provided
written  notice of such  stockholders'  intention  to call a special  meeting of
stockholders,  addressed to the  attention  of the chairman and chief  executive
officer of the corporation, at the corporation's principal executive offices, is
received  by the  corporation  not les  than  30 days  prior  to the  date  such
stockholders  mail  notice of the meeting to the  stockholders  entitled to such
notice. Such special meetings may not be called by any other person or persons.

     Section 1.3.  Notice of  Meetings.  Whenever  stockholders  are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place,  date and hour of the  meeting  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law, the certificate of incorporation or
these  by-laws,  the written  notice of any meeting shall be given not less than
ten nor more than sixty days before the date of the meeting to each  stockholder
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the  corporation.  If
any  notice  addressed  to a  stockholder  at the  address  of that  stockholder
appearing on the records of the  corporation  is returned to the  corporation by
the United  States  Postal  Service  marked to indicate  that the United  States
Postal  Service  is unable to  deliver  the  notice to the  stockholder  at that
address,  then all future  notices or reports  shall be deemed to have been duly
given without  further mailing if the same shall be available to the stockholder
on written demand of the  stockholder at the principal  executive  office of the
corporation for a period of one year from the date of the giving of the notice.

     An  affidavit  of the  mailing  or other  means of giving any notice of any
stockholders'  meeting,  executed by the secretary,  assistant  secretary or any
transfer  agent of the  corporation  giving  the  notice,  shall be prima  facie
evidence of the giving of such notice.

--------------------

*As of February 22, 1999.

<PAGE>

     Section 1.4. Adjournments. Any meeting of stockholders,  annual or special,
may adjourn from time to time to reconvene at the same or some other place,  and
notice  need not be given of any such  adjourned  meeting  if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting the  corporation  may transact any business  which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days or, if after the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  notice  of the  adjourned  meeting  shall  be given to each
stockholder of record entitled to vote at the meeting.

     Section 1.5. Quorum.  Except as otherwise  provided by law, the certificate
of incorporation or these by-laws,  at each meeting of stockholders the presence
in person or by proxy of the holders of shares of stock having a majority of the
votes  which  could be cast by the  holders of all  outstanding  shares of stock
entitled to vote at the meeting shall be necessary and  sufficient to constitute
a quorum.  In the  absence of a quorum,  the  stockholders  so present  may,  by
majority vote,  adjourn the meeting from time to time in the manner  provided in
Section 1.4 of these  by-laws  until a quorum  shall  attend.  Shares of its own
stock belonging to the corporation or to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held, directly or indirectly,  by the corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall  not limit the  right of the  corporation  to vote  stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     Section 1.6. Organization.  Meetings of stockholders shall be presided over
by the Chairman of the Board, or, in his or her absence, by the Vice Chairman of
the Board,  if any, or in his or her absence by the President,  or in his or her
absence by a Vice  President,  or in the absence of the  foregoing  persons by a
chairman  designated  by the  Board  of  Directors,  or in the  absence  of such
designation  by a chairman  chosen at the meeting.  The  Secretary  shall act as
secretary of the meeting,  but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

     Section  1.7.  Voting;   Proxies.  Except  as  otherwise  provided  by  the
certificate of incorporation,  each stockholder  entitled to vote at any meeting
of  stockholders  shall be  entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question.

     Each  stockholder  entitled  to vote at a  meeting  of  stockholders  or to
express consent or dissent to corporate  action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date,  unless
the proxy  provides  for a longer  period.  A proxy shall be  irrevocable  if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest  sufficient in law to support an irrevocable  power. A stockholder  may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance  with applicable law bearing a later date to the Secretary
of the corporation.
                                       -2-

<PAGE>

     Voting at  meetings  of  stockholders  need not be by written  ballot  and,
unless  otherwise  required  by law,  need not be  conducted  by  inspectors  of
election  unless so  determined  by the  holders  of  shares  of stock  having a
majority  of the votes  which  could be cast by the  holders of all  outstanding
shares of stock entitled to vote thereon which are present in person or by proxy
at such meeting.

     At all meetings of  stockholders  for the election of directors a plurality
of the votes cast shall be sufficient to elect  directors.  All other  elections
and  questions  shall,  unless  otherwise  provided by law, the  certificate  of
incorporation or these by-laws,  be decided by the vote of the holders of shares
of stock  having a majority  of the votes  which could be cast by the holders of
all shares of stock outstanding and entitled to vote thereon.

     Section 1.8. Fixing Date for  Determination  of Stockholders of Record.  In
order that the corporation may determine the stockholders  entitled to notice of
or to vote at any meeting of  stockholders  or any  adjournment  thereof,  or to
express consent to corporate action in writing without a meeting, or entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any fights in respect of any change,  conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors  and  which  record  date:  (1)  in  the  case  of   determination  of
stockholders  entitled to vote at any  meeting of  stockholders  or  adjournment
thereof,  shall,  unless  otherwise  required by law, not be more than sixty nor
less  than  ten  days  before  the  date of  such  meeting;  (2) in the  case of
determination of stockholders entitled to express consent to corporate action in
writing  without a  meeting,  shall not be more than ten days from the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action.

     If  no  record  date  is  fixed:   (1)  the  record  date  for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given,  or, if  notice  is  waived,  at the  close of  business  on the day next
preceding  the day on  which  the  meeting  is  held;  (2) the  record  date for
determining  stockholders  entitled to express  consent to  corporate  action in
writing  without a meeting,  when no prior  action of the Board of  Directors is
required  by law,  shall be the  first  date on which a signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
corporation in accordance  with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining  stockholders for any other purpose shall be
at the close of business on the day on which the Board of  Directors  adopts the
resolution relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                       -3-
<PAGE>

     Section 1.9. List of  Stockholders  Entitled to Vote.  The Secretary  shall
prepare and make,  at least ten days before  every  meeting of  stockholders,  a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the  notice of the  meeting,  or if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected by any stockholder who is present.

     Upon the willful neglect or refusal of the directors to produce such a list
at any  meeting for the  election of  directors,  they shall be  ineligible  for
election to any office at such meeting.

     The stock ledger shall be the only evidence as to who are the  stockholders
entitled to examine the stock ledger,  the list of  stockholders or the books of
the  corporation,  or  to  vote  in  person  or  by  proxy  at  any  meeting  of
stockholders.

     Section  1.10.   Action  By  Consent  of  Stockholders.   Unless  otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special  meeting of the  stockholders  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent or
consents in writing,  setting forth the action so taken,  shall be signed by the
holders of  outstanding  stock having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all  shares  entitled  to vote  thereon  were  present  and  voted  and shall be
delivered by hand or by certified or registered mail, return receipt  requested)
to the  corporation  by  delivery  to its  registered  office  in the  State  of
Delaware,  its  principal  place  of  business,  or an  officer  or agent of the
corporation  having  custody  of the book in which  proceedings  of  minutes  of
stockholders are recorded.

     Prompt  notice of the taking of the corporate  action  without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.

     Section  1.11.  Conduct  of  Meetings.   The  Board  of  Directors  of  the
corporation  may adopt by resolution  such rules and regulations for the conduct
of the  meeting  of  stockholders  as it shall deem  appropriate.  Except to the
extent  inconsistent  with such rules and regulations as adopted by the Board of
Directors,  the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the  judgment  of such  chairman,  are  appropriate  for the  proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board of Directors  or  prescribed  by the  chairman of the meeting,  may
include,  without limitation,  the following: (1) the establishment of an agenda
or order of business for the meeting;  (2) rules and procedures for  maintaining
order at the  meeting  and the  safety  of those  present;  (3)  limitations  on
attendance at or  participation  in the meeting to stockholders of record of the

                                       -4-

<PAGE>

corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (4) restrictions on entry to the
meeting after the time fixed for the commencement  thereof;  and (5) limitations
on the time allotted to questions or comments by participants. Unless and to the
extent  determined  by the Board of  Directors  or the  chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.

                                   ARTICLE II
                                   ----------

                               Board of Directors
                               ------------------

     Section 2.1. Number;  Qualifications.  The Board of Directors shall consist
of one or more members, the number thereof to be determined from time to time by
resolution of the Board of Directors. Directors need not be stockholders.

     Section  2.2.  Election;  Resignation;  Removal;  Vacancies.  The  Board of
Directors  shall  initially  consist of the persons  named as  directors  by the
incorporator,  and each  director so elected  shall hold office  until the first
annual  meeting of  stockholders  or until his or her  successor  is elected and
qualified.

     Except as otherwise  provided in the certificate of  incorporation,  at the
first annual meeting of stockholders and at each annual meeting thereafter,  the
stockholders  shall elect directors each of whom shall hold office for a term of
one year or until his or her  successor is elected and  qualified.  Any director
may resign at any time upon written notice to the corporation.

     Any newly  created  directorship  or any vacancy  occurring in the Board of
Directors for any cause may be filled by a majority of the remaining  members of
the Board of Directors,  although  such majority is less than a quorum,  or by a
plurality of the votes cast at a meeting of  stockholders,  and each director so
elected  shall hold  office  until the  expiration  of the term of office of the
director  whom he or she has  replaced or until his or her  successor is elected
and qualified.

     Section 2.3. Regular  Meetings.  Regular meetings of the Board of Directors
may be held at such places  within or without the State of Delaware  and at such
times as the  Board of  Directors  may from  time to time  determine,  and if so
determined notices thereof need not be given.

     Section 2.4. Special  Meetings.  Special meetings of the Board of Directors
may be held at any  time or place  within  or  without  the  State  of  Delaware
whenever called by the Chairman of the Board, President, any Vice President, the
Secretary, or by any two members of the Board of Directors.  Notice of a special
meeting  of the  Board of  Directors  shall be given by the  person  or  persons
calling the meeting at least twenty-four hours before the special meeting.

                                       -5-
<PAGE>

     Section  2.5.  Telephonic  Meetings  Permitted.  Members  of the  Board  of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate  in a meeting  thereof by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
by-law shall constitute presence in person at such meeting.

     Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these by-laws otherwise  provide,  the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

     Section  2.7.  Organization.  Meetings of the Board of  Directors  shall be
presided  over by the  Chairman  of the Board,  or, in his or her absence by the
Vice Chairman of the Board,  if any, or in his or her absence by the  President,
or in their absence by a chairman chosen at the meeting. The Secretary shall act
as secretary of the meeting but, in his absence, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

     Section 2.8. Informal Action by Directors.  Unless otherwise  restricted by
the  certificate  of  incorporation  or these  by-laws,  any action  required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of  proceedings  of the Board
of Directors or such committee.


                                   ARTICLE III
                                   -----------

                                   Committees
                                   ----------

     Section 3.1.  Committees.  The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each  committee to consist of one or more of the  directors of the  corporation.
The Board of Directors may designate one or more directors as alternate  members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or disqualification of a member of the
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in place of any such absent or disqualified member.

     Any  such  committee,  to the  extent  permitted  by law and to the  extent
provided  in the  resolution  of the  Board  of  Directors,  shall  have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it.

                                       -6-
<PAGE>

     Section  3.2.  Committee  Rules.  Unless the Board of  Directors  otherwise
provides,  each committee  designated by the Board of Directors may make,  alter
and repeal rules for the conduct of its  business.  In the absence of such rules
each  committee  shall  conduct its  business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws.

                                   ARTICLE IV
                                   ----------

                                    Officers
                                    --------

     Section 4.1. Executive  Officers;  Election;  Term of Office;  Resignation;
Removal;  Vacancies. The Board of Directors shall elect a Chairman of the Board,
a President,  a Chief  Financial  Officer and a Secretary,  and it may, if it so
determines,  choose a Vice  Chairman  of the Board from among its  members.  The
Board of  Directors  may also  choose one or more Vice  Presidents,  one or more
Assistant  Secretaries,  a Treasurer and one or more Assistant  Treasurers.  Any
number of offices may be held by the same person.

     Each such officer shall hold office until the first meeting of the Board of
Directors after the annual meeting of stockholders next succeeding his election,
and  until  his  successor  is  elected  and  qualified  or  until  his  earlier
resignation or removal.

     Any officer may resign at any time upon written notice to the corporation.

     The Board of Directors  may remove any officer with or without cause at any
time, but such removal shall be without  prejudice to the contractual  rights of
such officer, if any, with the corporation.

     Any  vacancy   occurring  in  any  office  of  the  corporation  by  death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting.

     Section 4.2. Powers and Duties of Executive  Officers.  The officers of the
corporation  shall  have  such  powers  and  duties  in  the  management  of the
corporation  as may be  prescribed  in a resolution by the Board of Directors or
any employment  agreements approved by resolution of the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of  Directors.  The Board of  Directors  may
require  any  officer,  agent or  employee  to give  security  for the  faithful
performance of his duties.

                                       -7-
<PAGE>
                                    ARTICLE V
                                    ---------

                                      Stock
                                      -----

     Section 5.1. Certificates.  Every holder of stock shall be entitled to have
a certificate signed by or in the name of the corporation by the Chairman of the
Board  or Vice  Chairman  of the  Board,  if  any,  or the  President  or a Vice
President,  and by the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant Secretary, of the corporation certifying the number of shares owned
by such  stockholder  in the  corporation.  Any of or all the  signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer agent, or registrar  before such
certificate is issued,  it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 5.2. Lost Stolen or Destroyed Stock  Certificates;  Issuance of New
Certificates.  The corporation may issue a new certificate of stock in the place
of any certificate  theretofore  issued by it, alleged to have been lost, stolen
or destroyed,  and the corporation may require the owner of the lost,  stolen or
destroyed  certificate,  or such  owner's  legal  representative,  to  give  the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate.

                                   ARTICLE VI
                                   ----------

                                 Indemnification
                                 ---------------

     Section  6.1.  Right to  Indemnification.  The  corporation  shall,  to the
maximum extent and in the manner permitted by the General Corporation Law of the
State of Delaware and the corporation's  certificate of incorporation  indemnify
and hold  harmless any person  against  expenses  (including  attorneys'  fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred in connection with any threatened,  pending or completed action,  suit,
or proceeding in which such person was or is a party or is threatened to be made
a party by reason of the fact that such  person is or was a  director,  officer,
employee or agent of the corporation.

     The  Board  of   Directors   is   expressly   authorized   to  enter   into
indemnification  agreements,  with such persons as the Board of Directors  deems
appropriate,  to  effectuate  the rights set forth in this Article VI and in the
corporation's certificate of incorporation.

                                       -8-
<PAGE>

                                   ARTICLE VII

                                  Miscellaneous

     Section  7.1.  Fiscal  Year.  The fiscal year of the  corporation  shall be
determined by resolution of the Board of Directors.

     Section  7.2.  Seal.  The  corporate  seal  shall  have  the  name  of  the
corporation  inscribed thereon and shall be in such form as may be approved from
time to time by the  Board of  Directors.  

     Section 7.3.  Waiver of Notice of Meetings of  Stockholders,  Directors and
Committees.  Any  written  waiver of notice,  signed by the person  entitled  to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at nor the  purpose of any
regular  or  special  meeting of the  stockholders,  directors,  or members of a
committee of directors need be specified in any written waiver of notice.

     Section  7.4.  Interested  Directors;  Quorum.  No contract or  transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (1) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative  votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a  quorum;  or (2) the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
stockholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good  faith by vote of the  stockholders;  or (3) the
contract  or  transaction  is fair as to the  corporation  as of the  time it is
authorized,  approved  or  ratified,  by the  Board of  Directors,  a  committee
thereof, or the stockholders.  Common or interested  directors may be counted in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                       -9-
<PAGE>

     Section 7.5. Form of Records.  Any records maintained by the corporation in
the  regular  course  of its  business,  including  its stock  ledger,  books of
account,  and minute  books,  may be kept on, or be in the form of, punch cards,
magnetic tape, photographs,  microphotographs,  or any other information storage
device,  provided that the records so kept can be converted into clearly legible
form within a reasonable time.

     Section  7.6.  Amendment  of  By-Laws.  These  by-laws  may be  altered  or
repealed,  and new bylaws made, by the Board of Directors,  but the stockholders
may make additional by-laws and may alter and repeal any by-laws whether adopted
by them or otherwise.

                                      -10-